TRUST AGREEMENT dated as of January 30, 2004, between
HARLEY-DAVIDSON CUSTOMER FUNDING CORP., a Nevada corporation, as Trust Depositor
(the Trust
Depositor), and WILMINGTON TRUST COMPANY, a Delaware banking
corporation, as owner trustee (the Owner Trustee).

WHEREAS, in
connection herewith, the Trust Depositor is willing to assume certain
obligations pursuant hereto; and

WHEREAS, in
connection herewith, the Trust Depositor is willing to purchase the Trust
Certificate (as defined herein) to be issued pursuant to this Agreement and to
assume certain obligations pursuant hereto;

Section 1.01.Capitalized Terms. Except as otherwise provided in this
Agreement, whenever used in this Agreement the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

Administration Agreement means the
Administration Agreement, dated as of February 1, 2004, among the Trust,
the Trust Depositor, the Indenture Trustee and Harley-Davidson Credit, as
administrator.

Agreement means this Trust Agreement, as the
same may be amended and supplemented from time to time.

Benefit Plan means (i) an employee benefit
plan (as such term is defined in Section 3(3) of ERISA) that is subject to
the provisions of Title I of ERISA, (ii) a plan described in
Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets
include plan assets by reason of a plans investment in the entity.

Certificate of Trust means the Certificate
of Trust filed for the Trust pursuant to Section 3810(a) of the Statutory
Trust Statute, substantially in the form of Exhibit A hereto.

Certificate Register and Certificate
Registrar mean the register maintained and the registrar (or any
successor thereto) appointed pursuant to Section 3.04.

Certificateholder or Holder means with respect to a Trust Certificate the
Person in whose name the Trust Certificate is registered in the Certificate
Register.

Clearing Agency means an organization
registered as a Clearing Agency pursuant to Section 17A of the Exchange
Act.

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Closing Date shall have the meaning assigned
to such term in the Sale and Servicing Agreement.

Code means the Internal Revenue Code of
1986, as amended.

ERISA means the Employee Retirement Income
Security Act of 1974, as amended.

Exchange Act means the Securities Exchange
Act of 1934, as amended.

Expenses shall have the meaning assigned to
such term in Section 8.02.

Indemnified Parties shall have the meaning assigned to such
term in Section 8.02.

Indenture
means the Indenture dated as of February 1, 2004 between the Trust
and BNY Midwest Trust Company.

Note Depository Agreement means the Agreement dated as of the Closing
Date among the Trust, the Indenture Trustee, the Administrator and DTC, as the
Clearing Agency, relating to the Notes, as the same may be amended and
supplemented from time to time.

Notes means the Class A-1 Notes, the Class A-2
Notes and the Class B Notes, in each case issued pursuant to the Indenture.

Owner means the Holder of the Trust
Certificate.

Owner Trustee means Wilmington Trust Company, a
Delaware corporation, not in its individual capacity but solely as owner
trustee under this Agreement, and any successor Owner Trustee hereunder.

Owner Trustee Corporate Trust
Office means the
office of the Owner Trustee at which its corporate trust business shall be
administered, which initially shall be Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001 Attn: Corporate Trust Administration, or such
other office at such other address as the Owner Trustee may designate from time
to time by notice to the Certificateholder, the Servicer, the Indenture
Trustee, the Trust Depositor and Harley-Davidson Credit.

Record Date means, with respect to any Distribution
Date, the last Business Day of the preceding calendar month.

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Sale and Servicing Agreement means the Sale and Servicing Agreement,
dated as of February 1, 2004, among the Trust, as Issuer, the Trust
Depositor, Harley-Davidson Credit, as servicer, and BNY Midwest Trust Company,
as Indenture Trustee, as the same may be amended or supplemented from time to
time.

Secretary of State means the Secretary of State of the State
of Delaware.

Statutory Trust Statute means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code § 3801 et seq., as the same may be amended from
time to time.

Treasury Regulations means regulations, including proposed or
temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary
regulations shall include analogous provisions of final Treasury Regulations or
other successor Treasury Regulations.

Trust means the trust established by this
Agreement.

Trust Certificate means the trust certificate evidencing
the beneficial equity interest of the Owner, substantially in the form of Exhibit B
hereto.

Trust Estate means all right, title and interest of
the Trust in and to the property and rights assigned to the Trust pursuant to
Article Two of the Sale and Servicing Agreement, all funds on deposit from
time to time in the Trust Accounts and all other property of the Trust from
time to time, including any rights of the Owner Trustee and the Trust pursuant
to the Sale and Servicing Agreement and the Administration Agreement.

Underwriters
shall have the meaning set forth in the Sale and Servicing
Agreement.

Section 1.02.Other Definitional
Provisions. Capitalized terms used
that are not otherwise defined herein shall have the meanings ascribed thereto
in the Sale and Servicing Agreement or, if not defined therein, in the
Indenture.

Section 1.03.Usage of Terms. With respect to all terms in this Agreement,
the singular includes the plural and the plural the singular; words importing
any gender include the other genders; references to writing include printing, typing, lithography and other means
of reproducing words in a visible form; references to agreements and other
contractual instruments include all amendments, modifications and supplements
thereto or any changes therein entered into in accordance with their respective
terms and not prohibited by this Agreement; references to Persons include their
permitted successors and assigns; and the term including
means including without
limitation.

Section 1.04.Section References. All section references, unless
otherwise indicated, shall be to Sections in this Agreement.

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Section 1.05.Accounting Terms. All accounting terms used but not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles in the United States.

Section 2.01.Name. The Trust created hereby shall be known as Harley-Davidson Motorcycle Trust 2004-1,
in which name the Owner Trustee may conduct the activities of the Trust, make
and execute contracts and other instruments on behalf of the Trust and sue and
be sued.

Section 2.02.Office.
The office of the Trust shall be in care of the Owner Trustee at the
Owner Trustee Corporate Trust Office or at such other address in Delaware as
the Owner Trustee may designate by written notice to the Owner and the Trust
Depositor.

(a)The
sole purpose of the Trust is to manage the Trust Estate and collect and
disburse the periodic income therefrom for the use and benefit of the Owner,
and in furtherance of such purpose to engage in the following ministerial
activities:

(i)to
issue the Notes pursuant to the Indenture and the Trust Certificate pursuant to
this Agreement and to sell the Notes;

(ii)with
the proceeds of the sale of the Notes, to purchase the Contracts, to fund the
Pre-Funding Account and to pay the organizational, start-up and transactional
expenses of the Trust and to pay the balance to the Trust Depositor pursuant to
the Sale and Servicing Agreement;

(iii)to
assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant
to the Indenture and to hold, manage and distribute to the Owner pursuant to
the Sale and Servicing Agreement any portion of the Trust Estate released from
the Lien of, and remitted to the Trust pursuant to, the Indenture;

(iv)to
enter into and perform its obligations under the Transaction Documents to which
it is to be a party;

(v)to
engage in those activities, including entering into agreements, that are
necessary, suitable or convenient to accomplish the foregoing or are incidental
thereto or connected therewith; and

(vi)subject
to compliance with the Transaction Documents, to engage in such other
activities as may be required in connection with conservation of the Trust
Estate and the making of distributions to the Owner and the Noteholders.

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The Trust shall
not engage in any activities other than in connection with the foregoing. Nothing contained herein shall be deemed to
authorize the Owner Trustee to engage in any business operations or any
activities other than those set forth in the introductory sentence of this
Section. Specifically, the Owner
Trustee shall have no authority to engage in any business operations, or
acquire any assets other than those specifically included in the Trust Estate
under Section 1.01, or otherwise vary the assets held by the Trust. Similarly, the Owner Trustee shall have no
discretionary duties other than performing those ministerial acts set forth
above necessary to accomplish the purpose of this Trust as set forth in the
introductory sentence of this Section.

Section 2.04.Appointment of Owner
Trustee. The Trust Depositor hereby
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein, and the
Owner Trustee hereby accepts such appointment.

Section 2.05.Initial Capital
Contribution of Owner Trust Estate.
The Trust Depositor hereby sells, assigns, transfers, conveys and sets
over to the Owner Trustee, as of the date hereof, the sum of $1,000. The Owner Trustee hereby acknowledges
receipt in trust from the Trust Depositor, as of the date hereof, of the foregoing
contribution, which shall constitute the initial Trust Estate. The Trust Depositor shall pay organizational
expenses of the Trust as they may arise or shall, upon the request of the Owner
Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the
Owner Trustee.

Section 2.06.Declaration of Trust. The Owner Trustee hereby declares that it
will hold the Trust Estate in trust upon and subject to the conditions set
forth herein for the sole purpose of conserving the Trust Estate and collecting
and disbursing the periodic income therefrom for the use and benefit of the
Owner, subject to the obligations of the Trust under the Transaction
Documents. It is the intention of the
parties hereto that the Trust constitute a statutory trust under the Statutory
Trust Statute and that this Agreement constitute the governing instrument of
such statutory trust. Effective as of
the date hereof, the Owner Trustee shall have all rights, powers and duties set
forth herein and in the Statutory Trust Statute for the sole purpose and to the
extent necessary to accomplish the purpose of this Trust as set forth in the
introductory sentence of Section 2.03.

(a)All
liabilities of the Trust, to the extent not paid by a third party, are and
shall be obligations of the Trust and when due and payable shall be satisfied
out of the Trust Estate.

(b)Except
as provided in the Statutory Trust Statute, the Certificateholder shall not be
personally liable for any liability of the Trust.

Section 2.08.Title to Trust Property. Legal title to the Trust Estate shall be
vested at all times in the Trust as a separate legal entity except where
applicable law in any jurisdiction requires title to any part of the Trust
Estate to be vested in an Owner Trustee or Owner Trustees, in which case title
shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a
separate trustee, as the case may be.

Section 2.09.Situs of Trust. The Trust will be located and administered
in the State of Delaware. All bank
accounts maintained by the Owner Trustee on behalf of the Trust shall be
located in the State of Illinois or the State of Delaware. The Trust shall not have any employees in
any state other

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than Delaware; provided, however, that nothing herein
shall restrict or prohibit the Owner Trustee from having employees within or
without the State of Delaware. Payments
will be received by the Trust only in Delaware and payments will be made by the
Trust only from Delaware. The only
office of the Trust will be at the Owner Trustee Corporate Trust Office.

The Trust
Depositor hereby represents and warrants to the Owner Trustee that:

(i)The
Trust Depositor is duly organized and validly existing as a corporation
organized and existing and in good standing under the laws of the State of
Nevada, with power and authority to own its properties and to conduct its
business and had at all relevant times, and has, power, authority and legal
right to acquire and own the Contracts.

(ii)The
Trust Depositor is duly qualified to do business as a foreign corporation in
good standing and has obtained all necessary licenses and approvals in all
jurisdictions in which the ownership or lease of property or the conduct of its
business requires such qualifications.

(iii)The
Trust Depositor has the power and authority to execute and deliver this
Agreement and to carry out its terms; the Trust Depositor has full power and authority
to sell and assign the property to be sold and assigned to and deposited with
the Owner Trustee on behalf of the Trust as part of the Trust Estate and has
duly authorized such sale and assignment and deposit with the Owner Trustee on
behalf of the Trust by all necessary corporate action; and the execution,
delivery and performance of this Agreement have been duly authorized by the
Trust Depositor by all necessary corporate action.

(iv)The
consummation of the transactions contemplated by this Agreement and the
fulfillment of the terms hereof do not conflict with, result in any breach of
any of the terms and provisions of, nor constitute (with or without notice or
lapse of time) a default under, the articles of incorporation or bylaws of the
Trust Depositor, or any indenture, agreement or other instrument to which the
Trust Depositor is a party or by which it is bound; nor result in the creation
or imposition of any Lien upon any of the properties of the Trust Depositor
pursuant to the terms of any such indenture, agreement or other instrument
(other than pursuant to the Transaction Documents); nor violate any law or any
order, rule or regulation applicable to the Trust Depositor of any court or of
any federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Trust Depositor or
its properties.

(v)There
are no proceedings or investigations pending, or to the Trust Depositors best
knowledge threatened, before any court, regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the Trust
Depositor or its properties: (A) asserting the invalidity of this Agreement,
any of the other Transaction Documents or the Trust Certificate, (B) seeking to
prevent the issuance of the Trust Certificate or the consummation of any of the
transactions contemplated by this Agreement or any of the other Transaction
Documents, (C) seeking any determination or ruling that might materially and
adversely affect the performance by the Trust Depositor of its obligations
under, or the validity or enforceability of, this Agreement, any of the other
Transaction Documents or the Trust Certificate

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or (D) involving the Trust Depositor and which might adversely affect
the federal income tax or other federal, state or local tax attributes of the
Trust Certificate.

It is the
intention of the Trust Depositor that the Trust be disregarded as a separate
entity pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as in
effect for periods after January 1, 1997.
The Trust Certificate constitutes the sole equity interest in the Trust
and must at all times be held by either the Trust Depositor or its transferee
as sole owner. The Trust Depositor
agrees not to take any action inconsistent with such intended federal income
tax treatment. Because for federal income
tax purposes the Trust will be disregarded as a separate entity, Trust items of
income, gain, loss and deduction for any month as determined for federal income
tax purposes shall be allocated entirely to the Trust Depositor (or subsequent
purchaser of the Trust Certificate) as the sole Certificateholder.

(a)Upon
the formation of the Trust by the contribution by the Trust Depositor pursuant
to Section 2.05 and until the issuance of the Trust Certificate, the Trust
Depositor shall be the sole beneficiary of the Trust. The Trust Certificate must at all times be held by either the
Trust Depositor or its transferee as sole owner.

(b)No
transfer of the Trust Certificate shall be made unless such transfer is made in
a transaction which does not require registration or qualification under the
Securities Act of 1933 or qualification under any state securities or Blue
Sky laws. Neither the Owner Trustee
nor the Certificate Registrar shall effect the registration of any transfer of
the Trust Certificate unless, (i) prior to such transfer the Owner Trustee
shall have received a Tax Opinion, and (ii) following such transfer, there
would be no more than one holder of the Trust Certificate and the holder of the
Trust Certificate would not be a Foreign Person, a partnership, Subchapter S
corporation or grantor trust.

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Section 3.02.The Trust Certificate. The Trust Certificate shall be substantially
in the form of Exhibit B
hereto. The Trust Certificate shall be
executed by the Owner Trustee on behalf of the Trust by manual or facsimile
signature of an authorized officer of the Owner Trustee and shall be deemed to
have been validly issued when so executed.
The Trust Certificate bearing the manual or facsimile signature of
individuals who were, at the time when such signatures were affixed, authorized
to sign on behalf of the Owner Trustee shall be a valid and binding obligation
of the Trust, notwithstanding that such individuals or any of them have ceased
to be so authorized prior to the authentication and delivery of such Trust
Certificate or did not hold such offices at the date of such Trust
Certificate. The Trust Certificate
shall be dated the date of its authentication.

Section 3.03.Authentication and
Delivery of Trust Certificate. The
Owner Trustee shall cause to be authenticated and delivered upon the order of
the Trust Depositor, in exchange for the Contracts and the other Trust Assets,
simultaneously with the sale, assignment and transfer to the Trust of the
Contracts and other Trust Assets, and the constructive delivery to the Owner
Trustee of the Contract Files and the other Trust Assets, a Trust Certificate
duly authenticated by the Owner Trustee, evidencing the entire ownership of the
Trust, and Notes issued by the Owner Trustee and authenticated by the Indenture
Trustee in aggregate principal amount of, in the case of (i) Class A-1 Notes,
$379,000,000, (ii) Class A-2 Notes, $214,750,000 and (iii) Class B Notes,
$31,250,000, or be valid for any purpose, unless there appears on such Trust
Certificate a certificate of authentication substantially in the form set forth
in the form of Trust Certificate attached hereto as Exhibit B, executed by the Owner Trustee or its
authenticating agent, by manual signature, and such certificate upon any Trust
Certificate shall be conclusive evidence, and the only evidence, that such
Trust Certificate has been duly authenticated and delivered hereunder. Upon issuance, authorization and delivery
pursuant to the terms hereof, the Trust Certificate will be entitled to the
benefits of this Agreement.

Section 3.04.Registration of Transfer
and Exchange of Trust Certificate.

(a)The
Certificate Registrar shall keep or cause to be kept, a Certificate Register, subject
to such reasonable regulations as it may prescribe. The Certificate Register shall provide for the registration of
the Trust Certificate and transfers and exchanges of the Trust Certificate as
provided herein. The Owner Trustee is
hereby initially appointed Certificate Registrar for the purpose of registering
the Trust Certificate and transfers and exchanges of the Trust Certificate as
herein provided. In the event that,
subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it
is unable to act as Certificate Registrar, the Servicer shall appoint another
bank or trust company, having an office or agency located in the City of
Chicago, Illinois, agreeing to act in accordance with the provisions of this
Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to
act as successor Certificate Registrar hereunder.

(b)Upon
surrender for registration of transfer of the Trust Certificate at the Owner
Trustee Corporate Trust Office, the Owner Trustee shall execute, authenticate
and deliver (or shall cause its authenticating agent to authenticate and
deliver), in the name of the designated transferee, the new Trust Certificate
having the same aggregate principal amount.

(c)Every
Trust Certificate presented or surrendered for registration of transfer shall
be accompanied by a written instrument of transfer in form satisfactory to the
Owner Trustee and the Certificate Registrar duly executed by the Holder thereof
or his attorney duly authorized in writing.

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(d)No
service charge shall be made for any registration of transfer or exchange of
the Trust Certificate, but the Owner Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer of the Trust Certificate.

(e)All
Trust Certificates surrendered for registration of transfer shall be canceled
and subsequently destroyed by the Owner Trustee.

Section 3.05.Mutilated, Destroyed, Lost
or Stolen Trust Certificate. If (i)
any mutilated Trust Certificate is surrendered to the Certificate Registrar, or
the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Trust Certificate, and (ii) there is delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity
as may be required by them to save each of them harmless, then, in the absence
of notice that such Trust Certificate has been acquired by a bona fide
purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner
Trustee or its authenticating agent shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Trust
Certificate, a new Trust Certificate of like tenor and fractional undivided
interest. In connection with the
issuance of any new Trust Certificate under this Section, the Owner Trustee may
require the payment by the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto. Any duplicate Trust Certificate issued
pursuant to this Section shall constitute complete and indefeasible
evidence of ownership in the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Trust Certificate shall be found at any time.

Section 3.06.Person Deemed Owner. Prior to due presentation of a Trust
Certificate for registration of transfer, the Owner Trustee, the Certificate
Registrar and any of their respective agents may treat the Person in whose name
any Trust Certificate is registered as the owner of such Trust Certificate for
the purpose of receiving distributions pursuant to Section 5.01 and for
all other purposes whatsoever, and none of the Owner Trustee, the Certificate
Registrar, any Paying Agent or any of their respective agents shall be affected
by any notice of the contrary.

Section 3.07.Access to List of
Certificateholders Name and Address.
The Owner Trustee shall furnish or cause to be furnished to the Servicer
and the Trust Depositor, within 15 days after receipt by the Certificate
Registrar of a written request therefor from the Servicer or the Trust
Depositor, the name and address of the Certificateholder as of the most recent
Record Date in such form as the Servicer or the Trust Depositor may reasonably
require. The Certificateholder, by
receiving and holding the Trust Certificate, agrees with the Servicer, the
Trust Depositor and the Owner Trustee that none of the Servicer, the Trust Depositor
or the Owner Trustee shall be held accountable by reason of the disclosure of
any such information as to the name and address of the Certificateholder
hereunder, regardless of the source from which such information was derived.

Section 3.08.Maintenance of Office or
Agency. The Owner Trustee shall
maintain in Wilmington, Delaware, an office or offices or agency or agencies
where the Trust Certificate may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Owner Trustee in respect
of the Trust Certificate and this Agreement may be served. The Owner Trustee hereby designates the
Owner Trustee Corporate Trust Office as its office for such purposes. The Owner Trustee shall give prompt written
notice to the Trust Depositor, the Servicer and to the Certificateholder of any
change in the location of the Certificate Register or any such office or
agency.

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Section 3.09.Trust Certificate. The Owner Trustee, on behalf of the Trust,
shall execute, authenticate and deliver, a Trust Certificate.

Section 3.10.Appointment of Paying
Agent. The Paying Agent shall make
distributions to the Certificateholder pursuant to Section 5.01(a) and
shall report the amounts of such distributions to the Owner Trustee. The Paying Agent initially shall be BNY
Midwest Trust Company, and any co-paying agent chosen by the Paying Agent that
is acceptable to the Owner Trustee.
Each Paying Agent shall be permitted to resign as Paying Agent upon 30
days written notice to the Owner Trustee.
In the event that BNY Midwest Trust Company shall no longer be the
Paying Agent, the Owner Trustee shall appoint a successor to act as Paying
Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Owner Trustee to execute and deliver
to the Owner Trustee an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Owner Trustee that, as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Certificateholder in trust for the
benefit of the Certificateholder entitled thereto until such sums shall be paid
to such Certificateholder. The Paying
Agent shall return all unclaimed funds to the Owner Trustee and upon removal of
a Paying Agent such Paying Agent shall also return all funds in its possession
to the Owner Trustee. The provisions of
Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its
role as Paying Agent, for so long as the Owner Trustee shall act as Paying
Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Agreement
to the Paying Agent shall include any co-paying agent unless the context
requires otherwise.

Section 3.11.Ownership by Trust
Depositor of Trust Certificate. The
Trust Depositor shall on the Closing Date hold the Trust Certificate.

Section 4.01.Prior Notice to Owner with
Respect to Certain Matters. Subject
to the provisions and limitation of Section 4.04, with respect to the
following matters, the Owner Trustee shall not take action unless at least 30
days before the taking of such action, the Owner Trustee shall have notified
the Certificateholder in writing of the proposed action, the Indenture Trustee
shall have consented to such action in the event any Notes are outstanding and
the Owner shall not have notified the Owner Trustee in writing prior to the
30th day after such notice is given that the Owner has withheld consent or
provided alternative direction:

(a)the
initiation of any claim or lawsuit by the Trust (except claims or lawsuits
brought in connection with the collection of the Contracts) and the compromise
of any action, claim or lawsuit brought by or against the Trust (except with
respect to the aforementioned claims or lawsuits for collection of the
Contracts);

(b)the
election by the Trust to file an amendment to the Certificate of Trust (unless
such amendment is required to be filed under the Statutory Trust Statute);

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(c)the
amendment of the Indenture by a supplemental indenture in circumstances where
the consent of any Noteholder is required;

(d)the
amendment of the Indenture by a supplemental indenture in circumstances where
the consent of any Noteholder is not required and such amendment materially and
adversely affects the interest of the Owner;

(e)the
amendment, change or modification of the Administration Agreement, except to
cure any ambiguity or to amend or supplement any provision in a manner or add
any provision that would not materially and adversely affect the interests of
the Owner; or

(f)the
appointment pursuant to the Indenture of a successor Note Registrar or
Indenture Trustee or pursuant to this Agreement of a successor Certificate
Registrar, or the consent to the assignment by the Note Registrar, Indenture
Trustee or Certificate Registrar of its obligations under the Indenture or the
Agreement, as applicable.

Section 4.02.Action by Owner with
Respect to Certain Matters. Subject
to the provisions and limitations of Section 4.04, the Owner Trustee shall
not have the power, except upon the direction of the Owner, to (a) remove the
Administrator pursuant to Section 8 of the Administration Agreement, (b)
appoint a successor Administrator pursuant to Section 8 of the
Administration Agreement, (c) except as expressly provided in the Transaction
Documents, sell the Contracts or other Trust Assets after the termination of
the Indenture, (d) initiate any claim, suit or proceeding by the Trust or
compromise any claim, suit or proceeding brought by or against the Trust, (e)
authorize the merger or consolidation of the Trust with or into any other
statutory trust or entity (other than in accordance with Section 3.10 of
the Indenture) or (f) amend the Certificate of Trust. The Owner Trustee shall take the actions referred to in the
preceding sentence only upon written instructions assigned by the Owner.

Section 4.03.Action by Owner with
Respect to Bankruptcy. The Owner
Trustee shall not have the power to commence a voluntary proceeding in a
bankruptcy relating to the Trust without the prior approval of Owner and the
delivery to the Owner Trustee by such Owner of a certificate certifying that
such Owner reasonably believes that the Trust is insolvent.

Section 4.04.Restrictions on Owners
Power. The Owner shall not direct
the Owner Trustee to take or to refrain from taking any action if such action
or inaction would be contrary to any obligation of the Trust or the Owner
Trustee under this Agreement or any of the Transaction Documents or would be
contrary to the purpose of this Trust as set forth in Section 2.03, nor
shall the Owner Trustee be obligated to follow any such direction, if given.

(a)On
each Distribution Date, the Paying Agent will distribute to the
Certificateholder amounts received pursuant to Section 7.05 of the Sale
and Servicing Agreement with respect to such Distribution Date.

(b)On
each Distribution Date, the Paying Agent shall send to the Certificateholder
the statement or statements provided to the Owner Trustee by the Servicer
pursuant to Section 9.01 of the Sale and Servicing Agreement with respect
to such Distribution Date.

(c)In
the event that any withholding tax is imposed on the Trusts payment (or
allocation of income) to the Certificateholder, such tax shall reduce the
amount otherwise distributable to the Certificateholder in accordance with this
Section. The Paying Agent is hereby
authorized and directed to retain from amounts otherwise distributable to the
Owner sufficient funds for the payment of any tax that is legally owed by the
Trust (but such authorization shall not prevent the Owner Trustee from
contesting any such tax in appropriate proceedings, and withholding payment of such
tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed
with respect to the Certificateholder shall be treated as cash distributed to
such Certificateholder at the time it is withheld by the Trust and remitted to
the appropriate taxing authority. If
there is a possibility that withholding tax is payable with respect to a
distribution, the Paying Agent may in its sole discretion withhold such amounts
in accordance with the paragraph (c).

Section 5.02.Method of Payment. Subject to Section 9.01(c) respecting
the final payment upon retirement of the Trust Certificate, distributions
required to be made to the Certificateholder of record on the related Record
Date shall be made by check mailed to such Certificateholder at the address of
such Holder appearing in the Certificate Register.

Section 5.03.Accounting and Reports to
the Certificateholder, Owner, the Internal Revenue Service and Others. The Administrator shall (a) maintain (or
cause to be maintained) the books of the Trust on a calendar year basis and the
accrual method of accounting, (b) deliver to the Owner, as may be required by
the Code and applicable Treasury Regulations, such information as may be
required to enable the Owner to prepare its federal and state income tax
returns, (c) file such tax returns relating to the Trust and make such
elections as from time to time may be required or appropriate under any
applicable state or federal statute or any rule or regulation thereunder so as to
maintain the federal income tax treatment for the Trust as set forth in
Section 2.11, (d) cause such tax returns to be signed in the manner
required by law and (e) collect or cause to be collected any withholding tax as
described in and in accordance with Section 5.01(c) with respect to income
or distributions to Owner. The Owner
Trustee shall elect under Section 1278 of the Code to include in income
currently any market discount that accrues with respect to the Contracts. If applicable, the Owner Trustee shall not
make the election provided under Section 754 or Section 761 of the
Code.

(a)The
Trust Depositor shall sign on behalf of the Trust the tax returns of the Trust.

(b)If
subchapter K of the Code should be applicable to the Trust, the
Certificateholder shall be designated the tax matters partner of the Trust
pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury
Regulations.

Section 6.01.General Authority. Subject to the provisions and limitations of
Sections 2.03 and 2.06, the Owner Trustee is authorized and directed to execute
and deliver the Transaction Documents to which the Trust is to be a party and
each certificate or other document attached as an exhibit to or contemplated by
the Transaction Documents to which the Trust is to be a party and any amendment
or other agreement, as evidenced conclusively by the Owner Trustees execution
thereof. In addition to the foregoing,
the Owner Trustee is authorized, but shall not be obligated, to take all
actions required of the Trust pursuant to the Transaction Documents. The Owner Trustee is further authorized from
time to time to take such action as the Administrator recommends with respect
to the Transaction Documents.

Section 6.02.General Duties. Subject to the provisions and limitations of
Sections 2.03 and 2.06, it shall be the duty of the Owner Trustee to discharge
(or cause to be discharged through the Administrator) all of its
responsibilities pursuant to the terms of this Agreement and the Transaction
Documents to which the Trust is a party and to administer the Trust in the
interest of the Owner, subject to the Transaction Documents and in accordance
with the provisions of this Agreement.
Without limiting the foregoing, the Owner Trustee shall on behalf of the
Trust file and prove any claim or claims that may exist against Harley-Davidson
Credit in connection with any claims paying procedure as part of an insolvency
or receivership proceeding involving Harley-Davidson Credit. Notwithstanding the foregoing, the Owner
Trustee shall be deemed to have discharged its duties and responsibilities
hereunder and under the Transaction Documents to the extent the Administrator
has agreed in the Administration Agreement to perform any act or to discharge
any duty of the Owner Trustee hereunder or under any Transaction Document, and
the Owner Trustee shall not be held liable for the default or failure of the
Administrator to carry out its obligations under the Administration Agreement.

(a)Subject
to Article Four, in accordance with the terms of the Transaction Documents
the Owner may by written instruction direct the Owner Trustee in the management
of the Trust.

(b)The
Owner Trustee shall not be required to take any action hereunder or under any
other Transaction Document if the Owner Trustee shall have reasonably
determined, or shall have been advised by counsel, that such action is likely
to result in liability on the part of the Owner Trustee or is contrary to the
terms hereof or of any other Transaction Document or is otherwise contrary to
law.

(c)Whenever
the Owner Trustee is unable to decide between alternative courses of action
permitted or required by the terms of this Agreement or under any other
Transaction Document, the Owner Trustee shall promptly give notice (in such
form as shall be appropriate under the circumstances) to the Owner requesting
instruction as to the course of action to be adopted, and to the extent the
Owner Trustee acts in good faith in accordance with any written instruction of
the Owner received, the Owner Trustee shall not be liable on account of such action
to any Person. If the Owner Trustee
shall not have received appropriate instruction within ten days of such notice
(or within such shorter period of time as reasonably may be specified in such
notice or may be necessary under the

13

circumstances) it may, but shall be under no duty to, take or refrain
from taking such action not inconsistent with this Agreement and the other
Transaction Documents, as it shall deem to be in the best interests of the Owner,
and shall have no liability to any Person for such action or inaction.

(d)In
the event that the Owner Trustee is unsure as to the applicability of any
provision of this Agreement or any other Transaction Document or any such
provision is ambiguous as to its application, or is, or appears to be, in
conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to
take with respect to a particular set of facts, the Owner Trustee may give
notice (in such form as shall be appropriate under the circumstances) to the
Owner requesting instruction and, to the extent that the Owner Trustee acts or
refrains from acting in good faith in accordance with any such instruction
received, the Owner Trustee shall not be liable, on account of such action or
inaction, to any Person. If the Owner
Trustee shall not have received appropriate instruction within ten days of such
notice (or within such shorter period of time as reasonably may be specified in
such notice or may be necessary under the circumstances) it may, but shall be
under no duty to, take or refrain from taking such action not inconsistent with
this Agreement or the other Transaction Documents, as it shall deem to be in
the best interests of the Owner, and shall have no liability to any Person for
such action or inaction.

Section 6.04.No Duties Except as
Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of or
otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated
hereby to which the Owner Trustee is a party, except as expressly provided by
the terms of this Agreement or any document or written instruction received by
the Owner Trustee pursuant to Section 6.03; and no implied duties or
obligations shall be read into this Agreement or any other Transaction Document
against the Owner Trustee. The Owner
Trustee shall have no responsibility for filing any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain
the perfection of any security interest or lien granted to it hereunder or to
prepare or file any Commission filing for the Trust or to record this Agreement
or any other Transaction Document. The
Owner Trustee nevertheless agrees that it will, at its own cost and expense,
promptly take all action as may be necessary to discharge any liens on any part
of the Trust Estate that result from actions by, or claims against, the Owner
Trustee that are not related to the ownership or the administration of the
Trust Estate.

Section 6.05.No Action Except Under
Specified Documents or Instructions.
The Owner Trustee shall not manage, control, use, sell, dispose of or
otherwise deal with any part of the Trust Estate except (i) in accordance with
the powers granted to and the authority conferred upon the Owner Trustee
pursuant to this Agreement, (ii) in accordance with the other Transaction
Documents and (iii) in accordance with any document or instruction delivered to
the Owner Trustee pursuant to Section 6.03.

Section 6.06.Restrictions. The Owner Trustee shall not take any action
(i) that is inconsistent with the purposes of the Trust set forth in
Section 2.03 or (ii) that, to the actual knowledge of the Owner Trustee,
would result in the Trusts becoming taxable as a corporation for federal or
state income tax purposes. The Owner
shall not direct the Owner Trustee to take actions that would violate the
provisions of this Section.

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Section 6.07.Pennsylvania Motor Vehicle Sales Finance Act
Licenses. The Owner Trustee shall
use its best efforts to maintain the effectiveness of all licenses required
under the Pennsylvania Motor Vehicle Sales Finance Act in connection with the
transactions contemplated by the Transaction Documents until the lien and
security interest of the Indenture shall no longer be in effect in accordance
with its terms.

Section 7.01.Acceptance of Trusts and
Duties. The Owner Trustee accepts
the trusts hereby created and agrees to perform its duties hereunder with
respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse
all moneys actually received by it constituting part of the Trust Estate upon
the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be answerable or
accountable hereunder or under any other Transaction Document under any
circumstances, except (i) for its own willful misconduct or negligence or (ii)
in the case of the inaccuracy of any representation or warranty contained in
Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation
(and subject to the exceptions set forth in the preceding sentence):

(a)the
Owner Trustee shall not be liable for any error of judgment made by a
responsible officer of the Owner Trustee;

(b)the
Owner Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in accordance with the instructions of the Administrator or
any Owner;

(c)no
provision of this Agreement or any other Transaction Document shall require the
Owner Trustee to expend or risk funds or otherwise incur any financial
liability in the performance of any of its rights or powers hereunder or under
any Transaction Document if the Owner Trustee shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured or provided to it;

(d)under
no circumstances shall the Owner Trustee be liable for indebtedness evidenced
by or arising under any of the Transaction Documents, including the principal
of and interest on the Notes;

(e)the
Owner Trustee shall not be responsible for or in respect of the validity or
sufficiency of this Agreement or for the due execution hereof by the Trust
Depositor or for the form, character, genuineness, sufficiency, value or
validity of any of the Trust Estate, or for or in respect of the validity or
sufficiency of the Transaction Documents, other than the certificate of
authentication on the Trust Certificate, and the Owner Trustee shall in no
event assume or incur any liability, duty, or obligation to any Noteholder or
to any Owner, other than as expressly provided for herein or expressly agreed
to in the Transaction Documents;

(f)the
Owner Trustee shall not be liable for the default or misconduct of the
Administrator, the Trust Depositor, the Indenture Trustee or the Servicer under
any of the Transaction

15

Documents or otherwise and the Owner Trustee shall have no obligation
or liability to perform the obligations of the Trust under this Agreement or
the other Transaction Documents that are required to be performed by the
Administrator under the Administration Agreement, the Indenture Trustee under
the Indenture, or the Servicer or the Trust Depositor under the Sale and
Servicing Agreement; and

(g)the
Owner Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by the Agreement, or to institute, conduct or defend any
litigation under this Agreement or otherwise or in relation to this Agreement
or any other Transaction Document, at the request, order or direction of the
Owner, unless the Owner has offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act
enumerated in this Agreement or in any other Transaction Document shall not be
construed as a duty, and the Owner Trustee shall not be answerable for other
than its negligence or willful misconduct in the performance of any such act.

Section 7.02.Furnishing of Documents. The Owner Trustee shall furnish to the Owner
promptly upon receipt of a written request therefor, duplicates or copies of
all reports, notices, requests, demands, certificates, financial statements and
any other instruments furnished to the Owner Trustee under the Transaction
Documents.

Section 7.03.Representations and
Warranties. The Owner Trustee
hereby represents and warrants to the Trust Depositor and the Owner that:

(a)It
is a banking corporation duly organized and validly existing in good standing
under the laws of the State of Delaware.
It has all requisite corporate power and authority to execute, deliver
and perform its obligations under this Agreement.

(b)It
has taken all corporate action necessary to authorize the execution and
delivery by it of this Agreement, and this Agreement will be executed and
delivered by one of its officers who is duly authorized to execute and deliver
this Agreement on its behalf.

(c)Neither
the execution nor the delivery by it of this Agreement, nor the consummation by
it of the transactions contemplated hereby nor compliance by it with any of the
terms or provisions hereof will contravene any federal or Delaware law,
governmental rule or regulation governing the banking or trust powers of the
Owner Trustee or any judgment or order binding on it, or constitute any default
under its charter documents or bylaws or any indenture, mortgage, contract,
agreement or instrument to which it is a party or by which any of its
properties may be bound or result in the creation or imposition of any lien,
charge or encumbrance on the Trust Estate resulting from actions by or claims
against the Owner Trustee individually which are unrelated to this Agreement or
the other Transaction Documents.

(a)The
Owner Trustee shall incur no liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper believed by it to be genuine and
believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified
copy of a resolution of the board of directors or other

16

governing body of any corporate party as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full
force and effect. As to any fact or
matter the method of determination of which is not specifically prescribed
herein, the Owner Trustee may for all purposes hereof rely on a certificate,
signed by the president or any vice president or by the treasurer or other
authorized officers of the relevant party, as to such fact or matter and such
certificate shall constitute full protection to the Owner Trustee for any
action taken or omitted to be taken by it in good faith in reliance thereon.

(b)In
the exercise or administration of the trusts hereunder and in the performance
of its duties and obligations under this Agreement or the other Transaction
Documents, the Owner Trustee (i) may act directly or through its agents or
attorneys pursuant to agreements entered into by any of them, and the Owner
Trustee shall not be liable for the conduct or misconduct of such agents or
attorneys as shall have been selected by the Owner Trustee with reasonable
care, and (ii) may consult with counsel, accountants and other skilled persons
to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for
anything done, suffered or omitted in good faith by it in accordance with the
written opinion or advice of any such counsel, accountants or other such
persons.

Section 7.05.Not Acting in Individual
Capacity. Except as provided in
this Article Seven, in accepting the trusts hereby created, Wilmington
Trust Company acts solely as Owner Trustee hereunder and not in its individual
capacity, and all Persons having any claim against the Owner Trustee by reason
of the transactions contemplated by this Agreement or any other Transaction Document
shall look only to the Trust Estate for payment or satisfaction thereof.

Section 7.06.Owner Trustee Not Liable
for Trust Certificate, Notes or Contracts.
The recitals contained herein and in the Trust Certificate (other than
the signature and countersignature of the Owner Trustee and the certificate of
authentication on the Trust Certificate) shall be taken as the statements of
the Trust Depositor, and the Owner Trustee assumes no responsibility for the
correctness thereof. The Owner Trustee
makes no representations as to the validity or sufficiency of this Agreement,
any other Transaction Document or the Trust Certificate (other than the
signature and countersignature of the Owner Trustee and the certificate of
authentication on the Trust Certificate) or the Notes, or of any Contract or
related documents. The Owner Trustee
shall at no time have any responsibility or liability for or with respect to
the legality, validity and enforceability of any Contract, or the perfection
and priority of any security interest created by any Contract in any Motorcycle
or the maintenance of any such perfection and priority, or for or with respect
to the sufficiency of the Trust Estate or its ability to generate the payments
to be distributed to the Certificateholder under this Agreement or the
Noteholders under the Indenture, including, without limitation, the existence,
condition and ownership of any Motorcycle; the existence and enforceability of
any insurance thereon; the existence and contents of any Contract on any
computer or other record thereof; the validity of the assignment of any
Contract to the Trust or of any intervening assignment; the completeness of any
Contract; the performance or enforcement of any Contract; the compliance by the
Trust Depositor or the Servicer with any warranty or representation made under
any Transaction Document or in any related document or the accuracy of any such
warranty or representation; or any action of the Administrator, the Indenture
Trustee or the Servicer or any subservicer taken in the name of the Owner
Trustee.

Section 7.07.Owner Trustee May Own
Trust Certificate and Notes. The
Owner Trustee in its individual or any other capacity may become the owner or
pledgee of the Trust Certificate or Notes and

17

may deal with the Trust Depositor, the Administrator, the Indenture
Trustee and the Servicer in banking transactions with the same rights as it
would have if it were not Owner Trustee.

Section 8.01.Owner Trustees Fees and Expenses. The Owner Trustee shall receive as
compensation for its services hereunder such fees as have been separately
agreed upon between the Owner Trustee and the Trust Depositor. Additionally, the Owner Trustee shall be
entitled to be reimbursed by the Trust Depositor for its other reasonable
expenses hereunder, including the reasonable compensation, expenses and
disbursements of such agents, representatives, experts and counsel as the Owner
Trustee may employ in connection with the exercise and performance of its
rights and its duties hereunder.

Section 8.02.Indemnification. The Trust Depositor shall be liable as
primary obligor for, and shall indemnify the Owner Trustee and its successors,
assigns and servants (collectively, the
Indemnified Parties) from and against, any and all liabilities,
obligations, losses, damages, taxes, claims, actions and suits, and any and all
reasonable costs, expenses and disbursements (including reasonable legal fees
and expenses) of any kind and nature whatsoever (collectively, Expenses) which may at any time be
imposed on, incurred by or asserted against the Owner Trustee or any
Indemnified Party in any way relating to or arising out of this Agreement, the
other Transaction Documents, the Trust Estate, the administration of the Trust
Estate or the action or inaction of the Owner Trustee hereunder, except only
that the Trust Depositor shall not be liable for or required to indemnify an
Indemnified Party from and against Expenses arising or resulting from any of
the matters described in the third sentence of Section 7.01. The indemnities contained in this
Section shall survive the resignation or termination of the Owner Trustee
or the termination of this Agreement.
In the event of any claim, action or proceeding for which indemnity will
be sought pursuant to this Section, the Owner Trustees choice of legal counsel
shall be subject to the approval of the Trust Depositor, which approval shall
not be unreasonably withheld.

Section 8.03.Payments to the Owner
Trustee. Any amounts paid to the
Owner Trustee pursuant to this Article shall be deemed not to be a part of
the Trust Estate immediately after such payment.

(a)This
Agreement (other than Article Eight) and the Trust shall terminate and be
of no further force or effect upon the earlier of (i) final distribution by the
Owner Trustee of all moneys or other property or proceeds of the Trust Estate
in accordance with the terms of the Indenture, the Sale and Servicing Agreement
and Article Five and (ii) the expiration of 21 years from the death of the
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. Jamess,

18

living on the date hereof. The
bankruptcy, liquidation, dissolution, death or incapacity of any Owner shall
not (i) operate to terminate this Agreement or the Trust, (ii) entitle such
Owners legal representatives or heirs to claim an accounting or to take any
action or proceeding in any court for a partition or winding up of all or any
part of the Trust or Trust Estate or (iii) otherwise affect the rights, obligations
and liabilities of the parties hereto.

(b)Except
as provided in Section 9.01(a), neither the Trust Depositor nor any Holder
shall be entitled to revoke or terminate the Trust.

(c)Notice
of any termination of the Trust, specifying the Distribution Date upon which
the Certificateholder shall surrender the Trust Certificate to the Paying Agent
for payment of the final distribution and cancellation, shall be given by the
Owner Trustee by letter to the Certificateholder mailed within five Business
Days of receipt of notice of such termination from the Servicer given pursuant
to Section 10.01 of the Sale and Servicing Agreement, stating (i) the
Distribution Date upon or with respect to which final payment of the Trust
Certificate shall be made upon presentation and surrender of the Trust
Certificate at the office of the Paying Agent therein designated, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made
only upon presentation and surrender of the Trust Certificate at the office of
the Paying Agent therein specified. The
Owner Trustee shall give such notice to the Certificate Registrar (if other
than the Owner Trustee) and the Paying Agent at the time such notice is given
to the Certificateholder. Upon
presentation and surrender of the Trust Certificate, the Paying Agent shall
cause to be distributed to the Certificateholder amounts distributable on such
Distribution Date pursuant to Section 5.01.

(d)Upon
the winding up of the Trust and its termination, the Owner Trustee shall cause
the Certificate of Trust to be canceled by filing a certificate of cancellation
with the Secretary of State in accordance with the provisions of
Section 3810 of the Statutory Trust Statute.

Section 10.01.Eligibility Requirements for
Owner Trustee. The Owner Trustee
shall at all times be a corporation satisfying the provisions of
Section 3807(a) of the Statutory Trust Statute; authorized to exercise
corporate trust powers; and (a) having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal or state
authorities; and having (or having a parent that has) a rating of at least Baa3
by Moodys; or (b) which the Rating Agencies have otherwise indicated in
writing is an entity acceptable to act as Owner Trustee hereunder. If such corporation shall publish reports of
condition at least annually pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published. In case at
any time the Owner Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Owner Trustee shall resign immediately in the
manner and with the effect specified in Section 10.02.

19

Section 10.02.Resignation or Removal of
Owner Trustee. The Owner Trustee
may at any time resign and be discharged from the trusts hereby created by
giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator
shall promptly appoint a successor Owner Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have
been so appointed and have accepted appointment within 30 days after the giving
of such notice of resignation, the resigning Owner Trustee may petition any
court of competent jurisdiction for the appointment of a successor Owner
Trustee.

If at any time the
Owner Trustee shall cease to be eligible in accordance with the provisions of
Section 10.01 and shall fail to resign after written request therefor by
the Administrator, or if at any time the Owner Trustee shall be legally unable
to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner
Trustee or of its property shall be appointed or any public officer shall take
charge or control of the Owner Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Administrator,
may remove the Owner Trustee. If the
Administrator shall remove the Owner Trustee under the authority of the immediately
preceding sentence, the Administrator shall promptly appoint a successor Owner
Trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the outgoing Owner Trustee so removed and one copy to the
successor Owner Trustee, and shall pay all fees owed to the outgoing Owner
Trustee.

Any resignation or
removal of the Owner Trustee and appointment of a successor Owner Trustee
pursuant to any of the provisions of this Section shall not become
effective until acceptance of appointment by the successor Owner Trustee
pursuant to Section 10.03 and payment of all fees and expenses owed to the
outgoing Owner Trustee. The
Administrator shall provide notice of such resignation or removal of the Owner
Trustee to each Rating Agency.

Section 10.03.Successor Owner Trustee. Any successor Owner Trustee appointed
pursuant to Section 10.02 shall execute, acknowledge and deliver to the
Administrator, and to its predecessor Owner Trustee an instrument accepting
such appointment under this Agreement, and thereupon the resignation or removal
of the predecessor Owner Trustee shall become effective, and such successor
Owner Trustee, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
under this Agreement, with like effect as if originally named as Owner
Trustee. The predecessor Owner Trustee
shall upon payment of its fees and expenses deliver to the successor Owner
Trustee all documents and statements and monies held by it under this
Agreement; and the Administrator and the predecessor Owner Trustee shall
execute and deliver such instruments and do such other things as may reasonably
be required for fully and certainly vesting and confirming in the successor
Owner Trustee all such rights, powers, duties and obligations.

No successor Owner
Trustee shall accept appointment as provided in this Section unless at the
time of such acceptance such successor Owner Trustee shall be eligible pursuant
to Section 10.01.

Upon acceptance of
appointment by a successor Owner Trustee pursuant to this Section, the
Administrator shall mail notice thereof to the Certificateholder, the Indenture
Trustee, the Noteholders and each Rating Agency. If the Administrator shall fail to mail such notice within ten
days after acceptance of such appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense of
the Administrator.

20

Section 10.04.Merger or Consolidation of Owner Trustee. Any corporation into which the Owner Trustee
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Owner Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Owner Trustee, shall
be the successor of the Owner Trustee hereunder, without the execution or
filing of any instrument or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, that such corporation shall be
eligible pursuant to Section 10.01 and, provided,
further, that the Owner Trustee shall mail notice of such merger or
consolidation to each Rating Agency.

Section 10.05.Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this
Agreement, at any time, for the purpose of meeting any legal requirements of
any jurisdiction in which any part of the Trust Estate or any financed
Motorcycle may at the time be located, the Administrator and the Owner Trustee
acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Administrator and
Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as
separate trustee or separate trustees, of all or any part of the Trust Estate,
and to vest in such Person, in such capacity, such title to the Trust or any
part thereof and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Administrator and the Owner
Trustee may consider necessary or desirable.
If the Administrator shall not have joined in such appointment within 15
days after the receipt by it of a request so to do, the Owner Trustee alone
shall have the power to make such appointment.
No co-trustee or separate trustee under this Agreement shall be required
to meet the terms of eligibility as a successor Owner Trustee pursuant to
Section 10.01 and no notice of the appointment of any co-trustee or
separate trustee shall be required pursuant to Section 10.03.

Each separate
trustee and co-trustee shall, to the extent permitted by law, be appointed and
act subject to the following provisions and conditions:

(a)all rights, powers, duties and obligations
conferred or imposed upon the Owner Trustee shall be conferred upon and
exercised or performed by the Owner Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Owner Trustee
joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed, the Owner
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Estate or any portion thereof in any such jurisdiction)
shall be exercised and performed singly by such separate trustee or co-trustee,
but solely at the direction of the Owner Trustee;

(b)no trustee under this Agreement shall be
personally liable by reason of any act or omission of any other trustee under
this Agreement; and

(c)the Administrator and the Owner Trustee
acting jointly may at any time accept the resignation of or remove any separate
trustee or co-trustee.

Any notice,
request or other writing given to the Owner Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them.
Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon
its acceptance of the trusts

21

conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Owner Trustee or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of or affording protection to, the
Owner Trustee. Each such instrument
shall be filed with the Owner Trustee and a copy thereof given to the
Administrator.

Any separate
trustee or co-trustee may at any time appoint the Owner Trustee as its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by
law, to do any lawful act under or in respect of this Agreement on its behalf
and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Owner Trustee, to the extent permitted by law,
without the appointment of a new or successor co-trustee or separate trustee.

(a)The
Agreement may be amended by the Trust Depositor, and the Owner Trustee, without
the consent of any of the Noteholders or the Certificateholder, to cure any
ambiguity, to correct or supplement any provisions in this Agreement or to add
any other provisions with respect to matters or questions arising under this
Agreement that shall not be inconsistent with the provisions of this Agreement; provided,
however, that any such action shall not, as evidenced by an Opinion
of Counsel, adversely affect in any material respect the interests of any
Noteholder or Certificateholder.

(b)This
Agreement may also be amended from time to time by the Trust Depositor, and the
Owner Trustee, with the consent of the Modified Required Holders, for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement, or of modifying in any manner the
rights of the Noteholders or the Certificateholder; provided, however, that no
such amendment shall increase or reduce in any manner the amount of, or
accelerate or delay the timing of, (i) collections of payments on Contracts or
distributions that shall be required to be made for the benefit of the
Noteholders or the Certificateholder, or (ii) eliminate the Certificateholder
consent or reduce the aforesaid percentage of the Outstanding Amount of the
Notes required to consent to any such amendment, without the consent of the
Holder of all outstanding Notes and the Trust Certificate.

(c)Prior
to the execution of any such amendment or consent, the Trust Depositor shall
furnish written notification of the substance of such amendment or consent,
together with a copy thereof, to the Indenture Trustee, the Administrator and
each Rating Agency.

(d)Promptly
after the execution of any such amendment or consent, the Owner Trustee shall
furnish written notification of the substance of such amendment or consent to
each Certificateholder. It shall not be
necessary for the consent of Certificateholder, Noteholders or the Indenture
Trustee pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof. The
manner of

22

obtaining such consents (and any other consents of the Certificateholder
provided for in this Agreement or in any other Transaction Document) and of
evidencing the authorization of the execution thereof by the Certificateholder
shall be subject to such reasonable requirements as the Owner Trustee may
prescribe.

(e)Promptly
after the execution of any amendment to the Certificate of Trust, the Owner
Trustee shall cause the filing of such amendment with the Secretary of State.

(f)Prior
to the execution of any amendment to this Agreement or the Certificate of
Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion
of Counsel stating that the execution of such amendment is authorized or
permitted by this Agreement. The Owner
Trustee may, but shall not be obligated to, enter into any such amendment that
affects the Owner Trustees own rights, duties or immunities under this
Agreement or otherwise.

Section 11.02.No Legal Title to Trust
Estate in Owner. The Owner shall
not have legal title to any part of the Trust Estate. The Owner shall be entitled to receive distributions with respect
to their undivided ownership interest herein only in accordance with Articles
Five and Nine. No transfer, by
operation of law or otherwise, of any right, title or interest of the Owner to
and in their ownership interest in the Trust Estate shall operate to terminate
this Agreement or the trusts hereunder or entitle any transferee to an
accounting or to the transfer to it of legal title to any part of the Trust
Estate.

Section 11.03.Limitations on Rights of Others. Except for Section 2.07, the provisions
of this Agreement are solely for the benefit of the Owner Trustee, the Trust
Depositor, the Owner, the Administrator and, to the extent expressly provided
herein, the Indenture Trustee and the Noteholders, and nothing in this
Agreement (other than Section 2.07), whether express or implied, shall be
construed to give to any other Person any legal or equitable right, remedy or
claim in the Trust Estate or under or in respect of this Agreement or any
covenants, conditions or provisions contained herein.

Section 11.04.Notices.
All notices, demands, certificates, requests and communications
hereunder (notices) shall be in
writing and shall be effective (a) upon receipt when sent through the U.S.
mails, registered or certified mail, return receipt requested, postage prepaid,
with such receipt to be effective the date of delivery indicated on the return
receipt, or (b) one Business Day after delivery to an overnight courier, or (c)
on the date personally delivered to an Authorized Officer of the party to which
sent, or (d) on the date transmitted by legible telecopier transmission with a
confirmation of receipt, in all cases addressed to the recipient at the address
for such recipient set forth in the Sale and Servicing Agreement.

Each party hereto may, by notice given in accordance herewith to each
of the other parties hereto, designate any further or different address to
which subsequent notices shall be sent.

Section 11.05.Severability of Provisions. If any one or more of the covenants,
agreements, provisions, or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Trust
Certificate or the rights of the Holder thereof.

Section 11.06.Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

23

Section 11.07.Successors and Assigns. All covenants and agreements contained
herein shall be binding upon, and inure to the benefit of, each of the Trust
Depositor, and the Owner Trustee and their respective successors and permitted
assigns and each Owner and its successors and permitted assigns, all as herein
provided. Any request, notice,
direction, consent, waiver or other instrument or action by an Owner shall bind
the successors and assigns of such Owner.

Section 11.08.Covenants of the Trust
Depositor. In the event that any
litigation with claims in excess of $1,000,000 to which the Trust Depositor is
a party which shall be reasonably likely to result in a material judgment
against the Trust Depositor that the Trust Depositor will not be able to
satisfy shall be commenced, during the period beginning immediately following
the commencement of such litigation and continuing until such litigation is
dismissed or otherwise terminated (and, if such litigation has resulted in a
final judgment against the Trust Depositor, such judgment has been satisfied),
the Trust Depositor shall not pay any dividend to the Servicer, or make any
distribution on or in respect of its capital stock to the Servicer, or repay
the principal amount of any indebtedness of the Trust Depositor held by the
Servicer, unless (i) after giving effect to such payment, distribution or
repayment, the Trust Depositors liquid assets shall not be less than the
amount of actual damages claimed in such litigation or (ii) the Rating Agencies
shall not downgrade the then existing rating on the Certificate with respect to
any such payment, distribution or repayment.

(a)The
Trust Depositor will not at any time institute against the Trust any bankruptcy
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Trust Certificate, the
Notes, this Agreement or any of the other Transaction Documents.

(b)The
Owner Trustee, by entering into this Agreement, each Certificateholder, by
accepting a Trust Certificate, and the Indenture Trustee and each Noteholder,
by accepting the benefits of this Agreement, hereby covenant and agree that
they will not at any time institute against the Trust Depositor or the Trust,
or join in any institution against the Trust Depositor, or the Trust of, any
bankruptcy proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Trust
Certificate, the Notes, this Agreement or any of the other Transaction
Documents.

Section 11.10.No Recourse. The Certificateholder by accepting the Trust
Certificate acknowledges that such Certificateholders Trust Certificate
represents beneficial interests in the Trust only and does not represent
interests in or obligations of the Trust Depositor, the Servicer, the Seller,
the Administrator, the Owner Trustee, the Indenture Trustee or any of the
respective Affiliates (other than the Trust) and no recourse may be had against
such parties or their assets, except as may be expressly set forth or contemplated
in this Agreement, the Trust Certificate or the other Transaction Documents.

Section 11.11.Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

Section 11.12.Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE, WITHOUT REFERENCE TO

24

ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

Section 11.13.Trust Certificate Transfer Restrictions. The Trust Certificate may not be acquired by
or for the account of a Benefit Plan.
By accepting and holding a Trust Certificate, the Holder thereof shall
be deemed to have represented and warranted that it is not a Benefit Plan and
that it is not acquiring and will not hold such Trust Certificate for the
account of, or with plan assets of, a Benefit Plan.

Section 11.14.Trust Depositor Payment
Obligation. The Trust Depositor
shall be responsible for payment of the Administrators compensation pursuant
to Section 3 of the Administration Agreement and shall reimburse the
Administrator for all expenses and liabilities of the Administrator incurred
thereunder.

This Certificate
of Trust of Harley-Davidson Motorcycle Trust 2004-1 (the Trust), dated
2004, is being duly executed and filed by Wilmington Trust Company, a Delaware
banking corporation, as Owner Trustee, to form a statutory trust under the
Delaware Statutory Trust Act (12 Del. Code, § 3801 et seq.).

1.Name. The name of the statutory
trust formed hereby is Harley-Davidson Motorcycle Trust 2004-1.

2.Delaware Trustee. The name and
business address of the Owner Trustee of the Trust in the State of Delaware is
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware l9890.

IN WITNESS
WHEREOF, the undersigned, being the sole Owner Trustee of the Trust, has
executed this Certificate of Trust as of the date first above written.

THIS TRUST CERTIFICATE REPRESENTS THE BENEFICIAL INTEREST IN THE TRUST
(AS DEFINED BELOW) AND IS ENTITLED TO PAYMENTS AS DESCRIBED IN THE SALE AND
SERVICING AGREEMENT AND INDENTURE REFERRED TO HEREIN.

THIS TRUST
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN
HARLEY-DAVIDSON CUSTOMER FUNDING CORP., HARLEY-DAVIDSON CREDIT CORP. OR ANY
AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT. THIS TRUST CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND
MAY NOT BE SOLD, TRANSFERRED OR PLEDGED UNLESS THE CONDITIONS SET FORTH IN
SECTIONS 3.01, 3.04 AND 11.13 OF THE TRUST AGREEMENT HAVE BEEN COMPLIED WITH.

HARLEY-DAVIDSON MOTORCYCLE TRUST 2004-1
CERTIFICATE

NO.

Initial Trust Certificate

Fractional Interest 100%

THIS CERTIFIES
THAT Harley-Davidson Customer Funding Corp. is the registered owner of 100% of the non-assessable, fully-paid,
fractional undivided beneficial interest in the Harley-Davidson Motorcycle
Trust 2004-1 (the Trust) formed by Harley-Davidson Customer Funding Corp., a
Nevada corporation (the Trust Depositor).

The Trust was
created pursuant to a Trust Agreement, dated as of January 30, 2004 (as
amended and supplemented from time to time, the Trust Agreement), between
the Trust Depositor, and Wilmington Trust Company, as owner trustee (the Owner
Trustee), a summary of certain of the pertinent provisions of which
is set forth below. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in (i) the Trust Agreement, (ii) the Sale and Servicing
Agreement, dated as of February 1, 2004 (the Sale and Servicing Agreement),
among the Trust, the Trust Depositor, Harley-Davidson Credit Corp. (Harley-Davidson
Credit), as Servicer (in such capacity, the Servicer) and BNY Midwest
Trust Company, as Indenture Trustee (the Indenture
Trustee) or (iii) the Indenture, dated as of February 1, 2004
(the Indenture),
between the Trust and the Indenture Trustee.

This Trust
Certificate is the duly authorized Trust Certificate designated as Harley-Davidson
Motorcycle Trust 2004-1 Certificate (the Trust Certificate).
Issued under the Indenture are three classes of notes designated as  %
Harley-Davidson Motorcycle Contract Backed Notes, Class A-1,
 % Harley-Davidson Motorcycle Contract Backed
Notes, Class A-2 and  % Harley-Davidson
Motorcycle Contract Backed Notes, Class B (collectively, the Notes). This Trust Certificate is issued under and
is subject to the terms, provisions and conditions of the Trust Agreement, to
which Trust Agreement the Holder of this Trust Certificate by virtue of its
acceptance hereof assents and by which

such Holder is bound. The
property of the Trust includes, among other things, (i) all the right, title
and interest of the Trust Depositor in and to the Initial Contracts listed on
the initial List of Contracts delivered on the Closing Date (including, without
limitation, all security interests and all rights to receive payments which are
collected pursuant thereto after the Initial Cutoff Date, including any
liquidation proceeds therefrom, but excluding any rights to receive payments
which were collected pursuant thereto on or prior to the Initial Cutoff Date),
(ii) all rights of the Trust Depositor under any physical damage or other
individual insurance policy (and rights under a forced placed policy, if
any) or any debt cancellation agreement relating to any such Contract, an
Obligor or a Motorcycle securing such Contract, (iii) all security interests in
each such Motorcycle, (iv) all documents contained in the related Contract
Files, (v) all rights (but not the obligations) of the Trust Depositor under
any related motorcycle dealer agreements between dealers (i.e., the originators
of such Contracts) and Harley-Davidson Credit, (vi) all rights of the Trust
Depositor in the Lockbox, the Lockbox Account and related Lockbox Agreement to
the extent they relate to such Contracts, (vii) all rights (but not the
obligations) of the Trust Depositor under the Transfer and Sale Agreement,
including but not limited to the Trust Depositors rights under Article V
thereof, (viii) the remittances, deposits and payments made into the Trust
Accounts from time to time and amounts in the Trust Accounts from time to time
(and any investments of such amounts), (ix) all rights of the Trust Depositor
to certain rebates of premiums and other amounts relating to insurance
policies, debt cancellation agreements, extended service contracts or other
repair agreements and other items financed under such Contracts and (x) all
proceeds and products of the foregoing.

Under the Trust
Agreement, there will be distributed on the fifteenth day of each month or if
such day is not a Business Day the next succeeding Business Day commencing
March 15, 2004 (each, a Distribution Date) to the person in
whose name this Trust Certificate is registered as of the last Business Day
immediately preceding the calendar month in which such Distribution Date occurs
(each, a Record
Date), such Certificateholders fractional undivided beneficial
interest in the amount to be distributed to the Certificateholder on such
Distribution Date.

The holder of this
Trust Certificate acknowledges and agrees that its rights to receive
distributions in respect of this Trust Certificate are subordinated to the
rights of the Noteholders to the extent described in the Sale and Servicing
Agreement and the Indenture.

It is the
intention of Harley-Davidson Credit, the Servicer, the Trust Depositor, Owner
Trustee, Indenture Trustee and the Certificateholder that the Trust be
disregarded as a separate entity pursuant to Treasury Regulations
Section 301.7701-3(b)(1)(ii) as in effect for periods after
January 1, 1997. The Trust
Certificate constitutes the sole equity interest in the Trust and must at all
times be held by either the Trust Depositor or its transferee as sole
owner. The Trust Depositor agrees not
to take any action inconsistent with such intended federal income tax treatment. Because for federal income tax purposes the
Trust will be disregarded as a separate entity, Trust items of income, gain,
loss and deduction for any month as determined for federal income tax purposes
shall be allocated entirely to the Trust Depositor (or subsequent purchaser of
the Trust Certificate) as the sole Certificateholder.

Each
Certificateholder, by its acceptance of a Trust Certificate or beneficial
interest in a Trust Certificate, covenants and agrees that such
Certificateholder will not at any time institute against the Trust or the Trust
Depositor, or join in any institution against the Trust or the Trust Depositor,
Harley-Davidson Credit or the Servicer any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States federal or state bankruptcy or similar law in

connection with any obligations relating to the Trust Certificate, the
Notes, the Trust Agreement or any of the other Transaction Documents.

Distributions on
this Trust Certificate will be made as provided in the Sale and Servicing
Agreement by wire transfer or check mailed to the Certificateholder of record
in the Certificate Register without the presentation or surrender of this Trust
Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Trust Certificate
will be made after due notice by the Owner Trustee of the pendency of such
distribution and only upon presentation and surrender of this Trust Certificate
at the office or agency maintained for that purpose by the Owner Trustee in the
City of Wilmington, Delaware.

Reference is
hereby made to the further provisions of this Trust Certificate set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the
certificate of authentication hereon shall have been executed by an authorized
officer of the Owner Trustee, by manual signature, this Trust Certificate shall
not entitle the holder hereof to any benefit under the Trust Agreement or any
other Transaction Document or be valid for any purpose.

THIS TRUST
CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.

[REVERSE OF CERTIFICATE]

The Trust
Certificate does not represent an obligation of, or an interest in the Trust
Depositor, Harley-Davidson Credit, as the Seller or Servicer, the Owner
Trustee, the Indenture Trustee or any of their respective Affiliates (other
than the Trust) and no recourse may be had against such parties or their
assets, except as expressly set forth or contemplated herein or in the Trust
Agreement or the other Transaction Documents.
In addition, this Trust Certificate is not guaranteed by any
governmental agency or instrumentality and is limited in right of payment to
certain collections and recoveries with respect to the Contracts and certain
other amounts, in each case as more specifically set forth herein and in the
Sale and Servicing Agreement. A copy of
each of the Sale and Servicing Agreement and the Trust Agreement may be
examined by any Certificateholder upon written request during normal business
hours at the principal office of the Trust Depositor and at such other places,
if any, designated by the Trust Depositor.

The Trust
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Depositor and the rights of the Certificateholder under the Trust Agreement at
any time by the Trust Depositor and the Owner Trustee with the consent of the
Holder of the Trust Certificate and the Modified Required Holders. Any such consent by the Holder of this Trust
Certificate shall be conclusive and binding on such Holder and on all future
Holders of this Trust Certificate and of any Trust Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent is made upon this Trust Certificate. The Trust Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holder of any of the
Trust Certificate.

As provided in the
Trust Agreement and subject to certain limitations therein set forth, the
transfer of this Trust Certificate is registerable in the Certificate Register
upon surrender of this Trust Certificate for registration of transfer at the
offices or agencies of the Certificate Registrar, accompanied by a written
instrument of transfer in form satisfactory to the Owner Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holders attorney
duly authorized in writing, and thereupon the new Trust Certificate of
authorized denominations evidencing the same aggregate interest in the Trust
will be issued to the designated transferee.
The initial Certificate Registrar appointed under the Trust Agreement is
the Owner Trustee.

The Owner Trustee,
the Certificate Registrar and any of their respective agents may treat the
Person in whose name this Trust Certificate is registered as the owner hereof
for all purposes, and none of the Owner Trustee, the Certificate Registrar or
any such agent shall be affected by any notice to the contrary.

The obligations
and responsibilities created by the Trust Agreement and the Trust created
thereby shall terminate upon the payment to the Certificateholder of all
amounts required to be paid to it pursuant to the Trust Agreement and the Sale
and Servicing Agreement and the disposition of all property held as part of the
Trust Estate. Harley-Davidson Credit
may at its option purchase the Trust Estate at a price specified in the Sale
and Servicing Agreement, and such purchase of the Contracts and other property
of the Trust will affect early retirement of the Trust Certificate; however,
such right of purchase is exercisable only as of any Distribution Date on which
the Pool Balance has declined to less than 10% of

the sum of (i) the initial Pool Balance on the Initial Cutoff Date and
(ii) the Pre-Funded Amount on the Closing Date.

The Trust
Certificate may not be acquired by a Benefit Plan. The Holder hereof, by accepting a beneficial interest in this
Trust Certificate, shall be deemed to have represented and warranted that it is
not a Benefit Plan and is not acquiring this Trust Certificate or an interest
therein for the account of, or with plan assets of, a Benefit Plan.

IN WITNESS
WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual
capacity, has caused this Trust Certificate to be duly executed.

Dated:

Harley-Davidson Motorcycle Trust 2004-1

By:

WILMINGTON TRUST COMPANY, not in its individual
capacity but solely as Owner Trustee

By:

Authorized Signatory

OWNER TRUSTEES CERTIFICATE OF AUTHENTICATION

This is the Trust Certificate referred to in the within-mentioned Trust
Agreement.

WILMINGTON TRUST COMPANY,

not in its individual capacity but solely

as Owner Trustee

By:

Authorized Signatory

ASSIGNMENT

FOR VALUE RECEIVED
the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or
type name and address, including postal zip code, of assignee)

the within Trust
Certificate, and all rights thereunder, hereby irrevocably constituting and
appointing

to transfer said
Trust Certificate on the books of the Certificate Registrar, with full power
of substitution in the premises.

Dated:

Signature Guaranteed:

NOTICE: Signature(s) must be
guaranteed by an eligible guarantor institution.

NOTICE: The signature to this
assignment must correspond with the name of the registered owner as it
appears on the face of the within Trust Certificate in every particular,
without alteration or enlargement or any change whatever.